|By Marketwired .||
|May 28, 2014 06:05 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 05/28/14 -- Scorpio Mining Corporation (TSX:SPM) ("Scorpio" or the "Company") today issued a letter to shareholders. With the June 10, 2014 proxy deadline fast approaching, shareholders are urged to vote the Company's WHITE proxy today.
The letter to shareholders follows:
May 28, 2014
Dear Fellow Shareholders,
Our 2014 annual meeting of shareholders is scheduled for Thursday, June 12, 2014. This year your vote is of even more importance as a U.S. investment firm, Tocqueville Asset Management, L.P. (together with The Tocqueville Gold Fund), is seeking to take control of a majority of the board of directors and disrupt the recent progress we have made at our mining operations. Your vote is crucial to show your support for the management director nominees and the positive momentum that is building at the Company. Protect your investment by voting the WHITE proxy FOR the election of the management nominees prior to the deadline on June 10, 2014.
On May 12, 2014, Tocqueville delivered to the Company a notice of its intention to nominate three new individuals for election to the Company's Board in addition to its current nominee, Thomas Weng, who is already on the Company's Board, to give Tocqueville four nominees on Scorpio's seven-member Board. We believe that Tocqueville's notice does not comply with the advance notice provisions of the Company's by-laws respecting the nomination of directors and is therefore invalid. These advance notice provisions were approved at last year's annual meeting by a resolution supported by approximately 99% of the shareholders who voted. The Company is now taking steps to obtain a declaration from the Ontario Superior Court of Justice to confirm our belief that Tocqueville's notice is invalid. Despite our belief that Tocqueville's director nominations are invalid, the Company and its shareholders cannot ignore Tocqueville's efforts to take over the Board. It is tantamount to taking over the Company through stealth and the Company will not allow Tocqeuville to use such tactics to gain control. If control is what Tocqueville seeks, it should make a proper offer to all of Scorpio's shareholders. Your vote is of paramount importance to show your support for the Company and your opposition to Tocqueville's self-interested actions.
Your Board and management are working to enhance value for ALL Scorpio shareholders
Scorpio has overcome significant operational challenges, implemented cost saving programs and capital preservation initiatives to de-risk its business in the face of recent industry-wide uncertainties, and charted a course to continue to grow its Mexican production pipeline. At the same time, we have remained focused on developing the El Cajon and San Rafael Projects and continuing to operate the nearby Nuestra Senora Mine and processing plant. In April 2013, we appointed Pierre Lacombe as our Chief Executive Officer. Mr. Lacombe's appointment was met with approval from Tocqueville, which did not indicate to the Board at any time during the past year that Tocqueville was dissatisfied with the Company's strategic direction or progress on any operational front. Mr. Lacombe has over 28 years of experience in mining and mineral processing including working in Latin America. The Company continues to enhance its talent base and we have extensive in-house operational expertise to achieve our goals.
We have a strong management team that is executing on our Board approved plan and is delivering results. In our most recent quarter ended March 31, 2014, we recorded our highest quarterly throughput at our Nuestra Senora processing plant since its start-up in 2008. In addition, our most recent quarterly payable silver ounces was 272,110 ounces - our highest level since Q2 2011, when a higher silver head grade was processed. We have been developing the El Cajon mine with internal funds and have a strong balance sheet. At the end of our most recent quarter, the Company had over $17 million in its treasury, over $35 million in working capital and no debt.
We have also recently updated our reserve estimate for Nuestra Senora and have obtained a Preliminary Economic Assessment involving Nuestra Senora and our El Cajon and San Rafael deposits; received environmental permits for construction of our El Cajon underground mine; filed for a combined permit for exploration over San Rafael and El Cajon; and started ramp sinking for access to the El Cajon deposit.
At a time when the entire sector is suffering from depressed commodity prices, we are making significant progress while many of our peer group's assets are on a care and maintenance program or, in some cases, the companies themselves are on the brink of insolvency. The Company's momentum is substantial and we are concerned with the disruption and distraction that Tocqueville now seeks to create.
Our Company has a strong track record of governance and responding to shareholder concerns. Most recently, Peter Hawley, a director and our former Chief Executive Officer, resigned as a director of Castle Peak Mining Ltd. and as a member of our Compensation Committee in order to allay certain concerns about his available time commitments and independence. We have had active board renewal and are proposing an additional director, Bradley Kipp, who we are confident will further strengthen our Board.
We are open to engaging with our shareholders in respect of all aspects of our operations and governance. Unfortunately, Tocqueville's recent actions to take control of your Board without putting forward any specific plan or rationale for doing so poses a serious risk to the Company and the value of your investment.
Tocqueville is seeking to take over Scorpio's Board with the election of its hand-picked nominees and an undisclosed plan for your company
Tocqueville's history as a significant shareholder in the Company dates back to 2010. Since that time, we have actively engaged with Tocqueville and responded to requests for representation on our Board. In January 2011, one of Tocqueville's nominees, Jonathan Berg, was added to the Board. In June 2013, a second Tocqueville nominee, Thomas Weng, was added to the Board. Then, in April of 2014, Tocqueville asked us to consider adding two additional nominees to the Board, which at that time consisted of only six directors, and replacing Mr. Berg as well as myself as Chairman. And now, Tocqueville is seeking to add three new nominees (in addition to Mr. Weng) to the Company's Board, which, if successful, would give Tocqueville control over the Board.
The Company considered Toqueville's views and postponed our annual meeting from May 13, 2014 to June 12, 2014 to allow for further dialogue. However, once it became clear that Tocqueville was seeking control over the Board, the Board formed a Special Committee to supervise our response to Tocqueville's actions. The Special Committee is comprised of myself (as Chairman), Peter J. Hawley, Jonathan A. Berg and Thomas McGrail.
After careful consideration, the Special Committee concluded that it was not in the best interests of the Company or its stakeholders to allow Tocqueville to take control of the Board. In particular, the Special Committee has become exceedingly concerned with Tocqueville's motives and intentions for the Company. Tocqueville has not indicated any specific plans or proposals for the Company going forward, nor has Tocqueville indicated any specific concerns or issues that it has with the Company's operations or its strategic direction.
The Special Committee is concerned that Tocqueville and its hand-picked nominees have an undisclosed agenda for the Company, including a possible significant merger, business combination or other transaction involving one or more other companies in which Tocqueville has an interest and that would serve Tocqueville's interests over those of the Company and all its stakeholders. Tocqueville is attempting to take advantage of the down cycle for junior resource companies to gain control of the Company in furtherance of their undisclosed agenda.
In addition to the lack of disclosure of Tocqueville's plans, the Special Committee has also become concerned with Tocqueville's compliance with applicable Canadian securities requirements relating to insider reporting and early warning filings. We made these concerns known to Tocqueville in a letter dated May 25, 2014 in which we asked Tocqueville to make the filings it is required by law to make to allow the Company and our shareholders to more fully assess Tocqueville's actions and intentions. As of the time of this letter, no such filings have been made by Tocqueville.
The Special Committee believes Tocqueville's hand-picked nominees are an instrumentality for Tocqueville to achieve its undisclosed agenda. Tocqueville's proposed director nominees bring no added value to the Company's Board. We also believe that Tocqueville's nominees would be a downgrade to the qualifications of the Company's current slate of director nominees. Mark Tashkovich has no mining experience and no public company board experience - something he admitted earlier this year when our Nomination and Corporate Governance Committee interviewed Mr. Tashkovich at the behest of Tocqueville. What he does have is a close working relationship with Tocqueville's current Board nominee, Thomas Weng, as both individuals hold senior positions with the same New York investment banking firm. Another Tocqueville nominee, John Ellis, serves together with Mr. Weng on the Board of International Tower Hill Mines Ltd., another company in which Tocqueville has a significant investment. Mr. Ellis has also been a director of public companies where he has overseen significant destruction of shareholder value and which have been the subject of cease trade orders for failing to file audited financial statements in the required time. Joseph Keane has also overseen substantial shareholder value destruction, including share price declines of over 90% during his tenure as a director of Rochester Resource Ltd. and Mercator Minerals Ltd.
We can only conclude that Tocqueville's hand-picked nominees were selected in furtherance of Tocqueville's undisclosed agenda. With no stated plan and no added value, the simple answer is no thank-you.
Protect your investment - vote your WHITE proxy to ensure the Company stays on track
Regardless of the outcome of the court proceeding to confirm that Tocqueville's nomination of its director nominees is invalid, your vote is important in order to send a message to Tocqueville that you support the current Board and the positive momentum at the Company. Defend your investment, support your current Board and allow for continued progress at the Company by VOTING the Company's WHITE proxy before the June 10, 2014 deadline.
The Company has retained Kingsdale Shareholder Services to assist with the solicitation of proxies. If you have any questions or require assistance in voting your WHITE proxy, please contact Kingsdale Shareholder Services at 1-855-682-9644 (toll-free in North America) 1-416-867-2272 (collect outside of North America) or by email at [email protected]. Agents are standing by to assist you with voting your proxy.
We thank you for your continued support.
Ewan D. Mason, Chairman
Scorpio Mining Corporation
This news release includes certain statements that may be deemed "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the Company's operations, exploration and development plans, expansion plans, estimates, expectations, forecasts, objectives, predictions and projections of the future. Generally, these forward-looking statements can be identified by the forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "projects", "intends", "anticipates", or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "can", "could", "would", "might", or "will" "be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Scorpio Mining Corporation to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the exploration and development and operation of the Company's projects in Mexico, risks related to international operations, construction delays and cost overruns, the actual results of current exploration, development and construction activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of silver, zinc, copper, lead and gold, risks relating to completing acquisition transactions as well as those factors discussed in the sections relating to risk factors of our business filed in Scorpio Mining Corporation's required securities filings on SEDAR, including its Annual Information Form dated March 13, 2014. Although Scorpio Mining Corporation has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended.
There can be no assurance that any forward-looking statements will prove accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Scorpio Mining Corporation does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
The true value of the Internet of Things (IoT) lies not just in the data, but through the services that protect the data, perform the analysis and present findings in a usable way. With many IoT elements rooted in traditional IT components, Big Data and IoT isn’t just a play for enterprise. In fact, the IoT presents SMBs with the prospect of launching entirely new activities and exploring innovative areas. CompTIA research identifies several areas where IoT is expected to have the greatest impac...
May. 29, 2015 09:00 PM EDT Reads: 4,981
SYS-CON Events announced today that BMC will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. BMC delivers software solutions that help IT transform digital enterprises for the ultimate competitive business advantage. BMC has worked with thousands of leading companies to create and deliver powerful IT management services. From mainframe to cloud to mobile, BMC pairs high-speed digital innovation with robust...
May. 29, 2015 06:15 PM EDT Reads: 1,002
2015 predictions circa 1970: houses anticipate our needs and adapt, city infrastructure is citizen and situation aware, office buildings identify and preprocess you. Today smart buildings have no such collective conscience, no shared set of fundamental services to identify, predict and synchronize around us. LiveSpace and M2Mi are changing that. LiveSpace Smart Environment devices deliver over the M2Mi IoT Platform real time presence, awareness and intent analytics as a service to local connecte...
May. 29, 2015 04:27 PM EDT Reads: 445
High-performing enterprise Software Quality Assurance (SQA) teams validate systems that are ready for use - getting most actively involved as components integrate and form complete systems. These teams catch and report on defects, making sure the customer gets the best software possible. SQA teams have leveraged automation and virtualization to execute more thorough testing in less time - bringing Dev and Ops together, ensuring production readiness. Does the emergence of DevOps mean the end of E...
May. 29, 2015 04:00 PM EDT Reads: 5,315
Amazon and Google have built software-defined data centers (SDDCs) that deliver massively scalable services with great efficiency. Yet, building SDDCs has proven to be a near impossibility for companies without hyper-scale resources. In his session at 15th Cloud Expo, David Cauthron, CTO and Founder of NIMBOXX, highlighted how a mid-sized manufacturer of global industrial equipment bridged the gap from virtualization to software-defined services, streamlining operations and costs while connect...
May. 29, 2015 04:00 PM EDT Reads: 3,351
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
May. 29, 2015 03:45 PM EDT Reads: 848
The Industrial Internet revolution is now underway, enabled by connected machines and billions of devices that communicate and collaborate. The massive amounts of Big Data requiring real-time analysis is flooding legacy IT systems and giving way to cloud environments that can handle the unpredictable workloads. Yet many barriers remain until we can fully realize the opportunities and benefits from the convergence of machines and devices with Big Data and the cloud, including interoperability, ...
May. 29, 2015 03:45 PM EDT Reads: 4,804
paradigm shifts in networking, to cloud and licensure, and all the Internet of Things in between. In 2014 automation was the name of the game. In his session at DevOps Summit, Matthew Joyce, a Sales Engineer at Big Switch, will discuss why in 2015 it’s complexity reduction. Matthew Joyce, a sales engineer at Big Switch, is helping push networking into the 21st century. He is also a hacker at NYC Resistor. Previously he worked at NASA Ames Research Center with the Nebula Project (where OpenSta...
May. 29, 2015 03:21 PM EDT Reads: 508
The term culture has had a polarizing effect among DevOps supporters. Some propose that culture change is critical for success with DevOps, but are remiss to define culture. Some talk about a DevOps culture but then reference activities that could lead to culture change and there are those that talk about culture change as a set of behaviors that need to be adopted by those in IT. There is no question that businesses successful in adopting a DevOps mindset have seen departmental culture change, ...
May. 29, 2015 03:00 PM EDT Reads: 4,936
Discussions about cloud computing are evolving into discussions about enterprise IT in general. As enterprises increasingly migrate toward their own unique clouds, new issues such as the use of containers and microservices emerge to keep things interesting. In this Power Panel at 16th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists will address the state of cloud computing today, and what enterprise IT professionals need to know about how the latest topics and trends affec...
May. 29, 2015 03:00 PM EDT Reads: 1,501
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In this session, James Kirkland, Red Hat's Chief Architect for the ...
May. 29, 2015 02:33 PM EDT Reads: 497
While there are hundreds of public and private cloud hosting providers to choose from, not all clouds are created equal. If you’re seeking to host enterprise-level mission-critical applications, where Cloud Security is a primary concern, WHOA.com is setting new standards for cloud hosting, and has established itself as a major contender in the marketplace. We are constantly seeking ways to innovate and leverage state-of-the-art technologies. In his session at 16th Cloud Expo, Mike Rivera, Seni...
May. 29, 2015 02:30 PM EDT Reads: 955
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series dat...
May. 29, 2015 02:00 PM EDT Reads: 6,442
We’re entering a new era of computing technology that many are calling the Internet of Things (IoT). Machine to machine, machine to infrastructure, machine to environment, the Internet of Everything, the Internet of Intelligent Things, intelligent systems – call it what you want, but it’s happening, and its potential is huge. IoT is comprised of smart machines interacting and communicating with other machines, objects, environments and infrastructures. As a result, huge volumes of data are bein...
May. 29, 2015 02:00 PM EDT Reads: 842
Cloud Expo, Inc. has announced today that Andi Mann returns to DevOps Summit 2015 as Conference Chair. The 4th International DevOps Summit will take place on June 9-11, 2015, at the Javits Center in New York City. "DevOps is set to be one of the most profound disruptions to hit IT in decades," said Andi Mann. "It is a natural extension of cloud computing, and I have seen both firsthand and in independent research the fantastic results DevOps delivers. So I am excited to help the great team at ...
May. 29, 2015 02:00 PM EDT Reads: 1,726